Conflict of Interest Policy

Conflict of Interest Policy

1.Introduction

This Policy is prepared in accordance with Section 3A of the General Code of Conduct for Authorised Financial Services Providers and Representatives, as amended, and applies to both financial advice and intermediary services.

YWO (PTY) Ltd (hereinafter “‘the Company’) is a company incorporated in the Republic of South Africa, with registration number 2024/339763/07 and registered address at 29 First Avenue East, Parktown North, Johannesburg, Gauteng, 2193, South Africa. The Company is regulated and authorized by the Financial Sector Conduct Authority (“FSCA”) in the Republic of South Africa as a Financial Service Provider (FSP No. 54357).

In line with the FAIS Act and the Company’s business model, the Company acts solely as an intermediary and does not onboard clients, execute trades, or maintain financial or transactional relationships with clients. As an FSP, the Company is required to identify, avoid, mitigate, and manage conflicts of interest in all aspects of its operations.

2. Application

This policy applies to all employees, directors, contractors, representatives, and any other individuals who may act on behalf of the company. This Policy also applies to all activities performed under FSP No. 54357, including any marketing, client interaction, or operational processes that may influence the fair treatment of clients.

3. Definition and Identification of Conflicts of Interest

A conflict of interest arises when a financial interest, relationship, or obligation could improperly influence the objective performance of duties or the provision of fair and unbiased financial services to clients. Conflicts may be actual, potential, or perceived, and may arise between the interests of the company or its employees and the interests of a client.

Typical examples include receiving incentives for promoting specific products, having personal relationships with service providers or clients, owning shares in third-party companies with which the business interacts, or receiving gifts and hospitality from external parties. Conflicts of interest may also arise where the Company or its associates receive any financial interest from a third party other than permitted commission or fees allowed under the FAIS Act.

4. Management of Conflicts of Interest Conflict of Interest Policy The company adopts a structured approach to conflict-of-interest management, comprising avoidance, mitigation, disclosure, and withdrawal where necessary.

Wherever possible, conflicts of interest are avoided through effective business structuring, role segregation, and ethical culture reinforcement. Where a conflict cannot be avoided, it must be mitigated through internal controls, oversight, and supervisory procedures. All conflicts or potential conflicts must be reported in writing to the Compliance Officer without delay. The Company applies strict “need-to-know” controls, ensuring confidential information is only shared with individuals who require it to fulfil their duties and who are bound by confidentiality obligations.

In situations where a conflict may affect a client, it is disclosed in writing, in clear and plain language, explaining the nature of the conflict, its potential impact, and the steps taken to mitigate it. The client must acknowledge the disclosure and confirm their willingness to proceed. If the conflict cannot be adequately managed or disclosed, the company may decide not to proceed with the transaction or service.

All conflicts are assessed to determine whether they can be avoided, mitigated, or disclosed in accordance with the six Treating Customers Fairly (TCF) outcomes.

5. Gifts, Benefits, and Inducements

No employee or representative may accept or offer any gift, entertainment, or benefit that may influence their impartiality or create a perception of bias.

Gifts or benefits valued at less than ZAR 1,000 may be accepted without prior approval but must still be logged. Anything exceeding this amount requires written approval and justification. Cash gifts, vouchers, or equivalents are strictly prohibited.

All gifts and benefits, regardless of value, must be recorded in the Company’s Gifts Register. The Company may decline or return any gift that may create a perception of improper influence.

6. Remuneration Structures and Third-Party Payments

The company ensures that its remuneration and incentive structures do not create conflicts of interest or encourage unsuitable recommendations. Any commission, referral fee, or benefit received from a third party must be lawful, disclosed in writing to the client, and recorded appropriately.

Staff performance incentives are based on qualitative factors, including compliance with legal obligations, service quality, and client outcomes, and are not linked exclusively to sales volumes or targets. The Company does not permit any remuneration, incentive, or production target that could conflict with the obligation to provide fair, unbiased, and suitable financial services.

Conflict of Interest Policy

7. Conflict of Interest Register

The company maintains a formal Conflict of Interest Register, managed by the Compliance Officer, which records all actual and potential conflicts, including details of the individuals involved, the nature of the conflict, and the steps taken to manage or resolve it. This register is reviewed on a quarterly basis and updated as necessary. The Register includes details of the steps taken to avoid or mitigate each conflict, and is made available to the FSCA upon request.

8. Disclosure to Clients

Where a conflict is identified that may impact a client, full and timely disclosure must be made. The disclosure must include a description of the conflict, its potential impact on the service or advice, and the company’s mitigation efforts. The client must be allowed to make an informed decision about whether to continue with the proposed service or transaction. A record of the disclosure and the client’s response must be retained in accordance with regulatory requirements.

Disclosures are made prior to rendering a financial service or at the earliest reasonable opportunity.

9. Internal Controls and Oversight

The company maintains strong internal governance to prevent and monitor conflicts of interest. This includes:

• Appointment of a Compliance Officer who oversees all conflict-related matters.
• Segregation of employee duties to ensure objectivity in financial service delivery.
• Review and approval of all client-facing marketing & promotional materials by the Compliance Officer to ensure it does not create unrealistic expectations or unfair bias.
• Regular review of all supplier and partner relationships to assess for potential conflicts.
• Mandatory internal audits to evaluate the effectiveness of controls and reporting lines.

Written approval from the Board is required before employees engage in any external business interests that may compete or interfere with the company’s operations.

10. Employee Awareness and Training

All employees receive training on the identification and handling of conflicts of interest during their induction and through ongoing refresher sessions. Employees are required to familiarise themselves with this policy and report any conflict immediately to the Compliance Officer. Adherence to this policy is Conflict of Interest Policy mandatory and forms part of every employee’s contractual obligation. Breaches of this policy may result in disciplinary action, including dismissal. Employees are required to certify annually that they have read, understood, and will comply with this Policy.

11. Monitoring and Review

This policy is reviewed at least annually by the Compliance Officer, or more frequently if there is a change in the regulatory environment, company operations, or if a material incident occurs. Recommendations for changes are submitted to senior management for approval.

The Board of Directors has overall responsibility for the oversight of this Policy and approves any updates.

12. List of Associates

In accordance with Section 3A(2)(iii) of the FAIS General Code of Conduct, the Company confirms that it has the following associate:

YWO (CM) Ltd, a group company within our organisation, is authorised and regulated by the Mwali International Services Authority (M.I.S.A.) of the Union of the Comoros under License No. BFX2025026. The company is registered under HT00225012, with its registered office at Bonovo Road, Fomboni, Island of Moheli, Comoros Union.

This entity is considered an associate of the Company as it operates under the same brand as the Company. All relationships with associates are monitored to ensure full compliance with the Company’s conflict of interest obligations and the fair treatment of clients.

The Company confirms that no other related party, shareholder, or group entity provides financial interest, incentives, or preferential arrangements that could influence the Company’s impartiality.

13. Record Keeping

All disclosures, approvals, registers, and training records related to this policy are retained for a minimum of five years in line with FAIS record-keeping requirements. Records are kept in electronic format and protected against loss, unauthorised access, and alteration.